Mistress of the Web
by Omega Overlord
Summary: Arcee and Airachnid hate each other, or do they? This belief is put to the test in the dark of the night... First attempt at an M-rated fic, enjoy.


Mistress of the Web

Arcee slowly opened her optics, reality seeming rather hazy for a moment as her chassis booted up from her recharge cycle. Almost immediately she knew something was wrong. Her, at first, tentative struggles revealed she could only freely move her helm, everything else was held fast by something she couldn't quite see. As she thrashed against her bonds there was a sinking feeling in the back of her processor that she knew full well what was going on, she just didn't want to believe it. The material holding her felt something like webbing as she threw her frame back and forth trying to break free, and if it was webbing, oh Primus help her.

A slight scuttling noise preceded a voice, one which she recognized and immediately loathed. "It's about time you booted up Arcee. To think I might not have been able to have any fun before your precious Autobot friends noticed you missing, spark-shuddering."

As Airachnid, her self-proclaimed nemesis, slowly glided into view she redoubled her efforts against the webbing holding her, trying to buy time by getting the spider-femme to run her mouth. "How did you-"

The other femme finished the question, as condescendingly as possible. "…Steal you away from your 'secret' base with no one else noticing? My dear Arcee, I just walked right in the front door. That medic of yours, Ratchet, the mech was far too absorbed in one of his little projects to notice me either coming in, or leaving with you thrown over my shoulder."

She barred her dentals, anger peaking at several different targets. "Ratchet, when I get out of here I'll-"

Airachnid interrupted her again, purple optics glittering wickedly. "Do what Arcee? Beat the energon out of him? You realize that you put a lot of effort into threats, but how many have you ever actually delivered on?" The spider-femme drew closer, so close that their helms were almost touching. "Say, against me for instance. If you had delivered on any one of those I would have gone offline vorns ago."

She jerked her helm forwards, trying to wipe that smug look off of Airachnid's faceplate even if she was going to pay for it later. However, the spider-femme moved out of the way with barely any effort, almost tauntingly languid, and the sly little smirk remained.

One of Airachnid's servos reached out and grasped the lower edge of her helm, sharp digits digging slightly into her faceplate. "Careful Arcee, try that again and I might get angry."

She snarled at her captor. "And why should I care whether you're angry or not, the end result is the same."

Airachnid's wicked grin didn't so much as twitch a nano-meter. "Arcee, you just aren't thinking, so I'll lay it out for you. If I'm angry, well…" The spider-femme paused to chuckle menacingly. "I'm sure you can figure out the end result. But if you behave, perhaps the both of us can have a little…" The femme's glossa flicked out and ran once along the rim of her mouth, "…Fun."

Shock momentarily rendered her mute as she tried to process the implication that she was sure Airachnid was getting at. Frag another femme? And not just any femme, but Airachnid, the one that had killed her partner Tailgate? She wanted to laugh it was so absurd, but something in the back of her processor told her not to.

Her faceplate must have subconsciously contorted in some manner, because Airachnid was reacting. "That surprised? I know, it must be such an honor to be thought of in that way by a magnificent femme like myself." Airachnid struck a dramatic pose to emphasize the point; servos arced elegantly skyward at the precise moment to be caught in a brief beam of light from the moon before the image vanished again into darkness.

Again, she wanted to laugh the idea away, but as hard as it was to admit she would grudgingly grant that Airachnid was a beautiful femme; and graceful as well. Although the second half of that admission went somewhat without saying since the spider-femme had to keep track of six spindly pedes when compared to her two. That and, she considered this thought to be highly treasonous, she would further grant that the black and purple color palette was quite fetching.

Without warning, Airachnid again closed the distance between them to mere centimeters, still smiling. "I'll tell you what Arcee; we're going to play a little game. You think of something nice to say about me and…" There was a cutting sound and she felt the webbing around her pedes fall away, "…You will be rewarded with a little more mobility. Please me, and I might just return the favor."

She let out a slight gasp as two of Airachnid's spider limbs began gently tracing the inside of her legs, reversing direction only when within millimeters of the plate at her groin that covered her valve. Her thoughts were now twofold; first, she thought she had a way out of this situation, provided she could think of enough clever compliments to feed Airachnid's ego. Second, she was cursing her chassis for reacting as it was to a simple touch like she was a little school-femme. Her valve alone was quivering like a scraplet on synthetic energon.

Her captor's probing limbs briefly became a touch more rough. "Come now Arcee, don't be shy."

She wracked her processor, finding it extremely difficult to think of a throwaway compliment. The hard part was more that she obviously didn't want to say anything nice about Airachnid, even with her life possibly on the line. At least she told herself she didn't.

Airachnid chuckled and ran one hand across the top of her helm. "It's not that hard, is it Arcee? Or are you simply speechless?" The spider-femme drew away slightly, staring at her analytically. "Very well, I shall grant you a little aid, a prompt if you will." Airachnid tapped on her own faceplate, just to the outside of her optics. "Say something about my optics that you find, alluring."

Given a focus, she stared at the oblong, pinkish-purple and shut out practically everything else, even her thoughts of escape at the possible conclusion of Airachnid's little game. She had to say something, but it was so difficult for her processor to put aside what her captor had done. It was only through a great act of will that she wasn't thrashing around and trying to murder the spider-femme on the spot. She shut her optics, feeling a rare moment of panic threatening to overwhelm her processor.

She started speaking before re-opening her optics. "Uh, your optics are lovely, like two freshly polished amethysts."

Those "amethysts" widened visibly and it was a full second before Airachnid responded. "I'm impressed Arcee, that was rather poetic, especially coming from you." There was another slicing sound and she was free up to her knees. "One more good one should do it for me." Airachnid drew so close that a strand of human hair wouldn't have fit between them and whispered. "You're a smart bot, make me proud."

Put under pressure like that, her processor was surprisingly lucid, and the material she needed was only a few steps back in time. It was a picturesque moment, so that is what she would say.

Her voice sounded weak and sycophantic, and she hated herself for it, but the effect was what she wanted. "That moment a little while ago, where you posed in the moonlight, it should have been immortalized in a painting, or sculpture."

Again, there was the cutting sound, so she could only assume that her supposed farce had been successful, which left her hanging by only a few threads. Airachnid was just watching her now; silently regarding her like a predator would their prey. A disturbingly accurate metaphor when she considered how she was literally stuck in a spider's web. Then why wasn't she moving yet? Why wasn't she lashing out with her pedes and kicking that repulsive spider-femme in the faceplate so hard that Airachnid would land back on Cybertron in a million Earth-years?

Airachnid smiled, a grin that disturbingly seemed far less sadistic or as malicious as usual. "I think I've decided which manner of fun I wish to have with you, Arcee."

Just as she was about to open her mouth and ask the baited question the other femme reached down with both servos, grasped the sides of her helm, and in a surprisingly gentle movement lifted her lips to a junction. Her optics dilated in so far that she could see near microscopic abrasions on Airachnid's helm. Her internal temperature spiked so high she could've sworn that some of her circuits melted. This experience was so far outside the realm of her imagination that she was forced to remember the short moments of pain to confirm that this wasn't some kind of demented dream, which in and of itself would have been maddeningly disturbing even if she woke up right now. She was kissing Airachnid, a femme she had been seeking to offline since the waning days of the war on Cybertron. And by Primus, there was a significant part of her that was enjoying it!

Airachnid broke the moment by lightly pushing her away, glossa flicking out and again tracing her lips. "I believe that we're both going to enjoy this far more than you think."

The other femme's limbs, those not required to support the both of them in the web, began probing the entirety of her frame from the shoulders down, focusing on her lower half. Once those probing limbs found her aft, Airachnid wasted no time with teasing or words. Somehow, through some feat of precision timing or simple blind luck the spider-femme managed to ram both appendages up her aft port. It hurt, it hurt a lot. Quite likely the penetration couldn't have hurt any more if Bulkhead had smashed Knock Out's energon prod up her aft port with the Forge of Solus Prime. But on the flip side, it felt so _good_ too. So good in fact that she shamelessly let out a thunderous moan of ecstasy while the twitching appendages brutalized her sensitive circuits.

Airachnid spoke, though the other femme's words seemed somewhat distant. "Does that feel good, my pet? Are you ready for more?"

Almost incapable of speaking by this point she answered by reaching out with her servos for Airachnid's frame, fully intent on prying open the other femme's spark chamber and give as good as she was getting.

Her lover, no point in trying to call the spider-femme anything else now, caught both of the extended limbs and slowly, but forcefully, pushed them back. "Not yet, my little Arcee, we do this my way, or not at all."

Faced with that ultimatum, and the end of this fantastic session, she meekly obeyed and surrendered her frame fully to Airachnid's whims. Said whims apparently involved her valve, as her lover fondled the single plate that remained between the both of them and new heights of erotic exploits. In retracting that plate she did so with the full expectation that it would be immediately filled, penetrated as roughly and violently as her aft port had been, and still was. But Airachnid abstained, teasing and delaying by simply tracing a single digit around the edge, picking up the dribble of lubricant that was already leaking out.

Her lover raised that single digit into sight before tauntingly licking it clean with a few furtive flicks of her glossa. "I'm going to make you beg for it Arcee, so begin, I haven't all night to spare."

She glared at the other femme, but really didn't have much of an option when it came to her needs. Her voice came out as little more than a shriek "Please, Airachnid, take me all the way!"

The spider-femme grinned wickedly, fangs glittering in the dim moonlight. "It'll be my distinct pleasure."

True to spoken word, Airachnid obliged her by slamming another spindly appendage deep into her valve, pumping the limb in and out at a vicious speed that sent her level of arousal higher than ever. But she still wasn't quite to the point of blissful overload, scant nano-meters away if arousal could be measured as distance. With an enormous act of will she fixed her gaze, optic to optic with Airachnid and made an overt gesture to the other femme's frame. With a smile, Airachnid nodded slowly and moved into a more accessible position, presenting her black and purple chassis for easy access. Again, she stretched out a servo, but this time she found easy purchase. With a gentle tug, which was fortunate because that was all she could currently manage, Airachnid's spark chamber swung open, and it was like watching the gates of heaven open, eh, at least in human terms. What surprised her though, even in her current state, was the color of Airachnid's spark. It was not black, red, or any other color commonly associated with pure evil, but a simple clear blue. Just like the spark that dwelled in her chassis mere centimeters away.

Even now, in the burning depths of passion, there was a voice in the back of her helm demanding that she take hold of Airachnid's spark and rip it right out, but that voice was easily quashed several thousand times over. Instead she, fully aware of her actions, began to massage, grope, and otherwise bot-handle the bundles of extremely sensitive circuits surrounding the gentle blue glow of Airachnid's spark, even once or twice plunging her digits into the surface of the spark itself. Her actions were rewarded almost solely by the expression the other femme wore on her faceplate, an ever deepening visage of erotic delight that was accompanied at odd intervals by little gasps and quiet moans that mostly were drowned out by her own, but it brought her some measure of satisfaction to know that, finally she _was_ giving as good as she was getting, pushing Airachnid as close to the point of overload as possible with one single method.

Her lover's faceplate descended again, roughly interlocking their lips over and over as they competed with each other to see who was going to overload first. She was determined that it was going to be Airachnid, and felt mildly sure that she could win, after all, it wasn't like her lover was going to support the both of them in the web with just two limbs. Contrary to her thought though, she soon felt servos scrabbling at her chassis, metal groaning out of strain as she felt her spark chamber open. The first prick of a finger on her spark was the end of the line, and her overload felt more intense than a star going supernova.

Autobot Base: Nevada

Airachnid slowly dragged herself and Arcee back towards the front door of the Autobot base, supporting the azure femme as they both stumbled onwards. Right now she felt so physically drained that she halfway considered simply following Arcee to her recharge berth and staying there. But that wasn't going to happen, like it or not she was still a Decepticon and would be detained by the Optimus Prime and his ilk if they so much as saw the end of one of her long legs. As it was, she really wouldn't complain, just so long as they let her get some fragging rest.

Arcee parted from their mutually supportive stance and braced herself against the doorway. "Before you go, I have to ask. How close were you when I blacked out?"

She smirked and responded. "Not quite close enough, Arcee." Of course she would never admit that she had been less than a wire's width from going out first, but what did it matter now?

Arcee didn't seem convinced. "Right, sure." The Autobot femme's blue optics looked away for half a second as she punched a number sequence into the hidden panel. "Well, wish me luck."

A light chuckle escaped her. "Oh I would, but I think I am more aware of the Prime's stance to bother hoping for such. That said, I would love to watch you try and explain your current state to him and that mech medic."

The blue femme gestured to the now unlocked door. "Well, you're more than welcome to come in and watch."

She shook her helm slowly. "Again, I shall pass. I think I enjoy being able to go where I please far more than I would watching you try to lie."

A particularly naughty grin materialized on Arcee's faceplate. "And what if I just tell them the blunt truth, how would that affect your decision?"

To humor her lover, she did try to picture in her processor what would happen, and she vocally shared her imaginative findings. "I believe that Prime would have a conniption, and Ratchet would suffer a massive spark-attack. But I still shouldn't, think of that pet of yours, Jack, he'd lubricate himself if he saw me just walk in the front door."

Arcee leaned back against the door, weight not quite enough to move the massive slab of metal. "Well, technically speaking you also shouldn't have fragged me after-"

The blue femme let out a short shriek as the door abruptly swung inwards, dumping Arcee on her aft and revealing the rest of the assembled Autobot mechs with the three human children. Each one, from Optimus Prime down to the little human named Raf, was wearing an expression that varied only slightly from one to the other, one of a convoluted mixture of shock, horror, and disgust. Although the mechs, even Optimus Prime to a lesser degree, were exhibiting looks that held a tiny bit of excitement.

These observations were swept aside as Optimus started to speak, though the Prime could barely get out one word a long speech was clearly imminent. "Arcee…!"

Her optics slowly turned to meet those of the blue femme on the ground, and they both voiced their identical thoughts simultaneously. "Scrap!"

Author's Note: I apologize to my dedicated fans if this deviates from what you were hoping for in an update, but I needed a short hiatus from my Overlord fics to collect my thoughts, and what better way to do that than challenge myself to write my first dedicated M-rated fic. Hopefully I didn't muck it up.


End file.
